Escondido, CA — (December 27, 2018) – MARIJUANA COMPANY OF AMERICA INC. (“MCOA” or the “Company”) (OTC: MCOA), an innovative hemp and cannabis corporation, is very pleased to announce that it has filed a Form S-1 Registration Statement with the U.S. Securities and Exchange Commission (SEC). This is an important step in helping the Company to raise the necessary capital to fund its projects and expand its operations in 2019.
This prospectus relates to the resale of up to 500,000,000 shares of our Common Shares, par value $0.001 per share, (the “Common Shares”), issuable to K&J Funds, LLC (“K&J”), a selling stockholder, pursuant to a “put right” under an investment agreement (the “Investment Agreement”), dated December 20, 2018, that we entered into with K&J. The Investment Agreement permits us to “put” up to ten million dollars ($10,000,000) in shares of our common stock to K&J over a period of up to thirty-six (36) months or until $10,000,000 of such shares have been “put.”
The Company’s registration statement included a prospectus pertaining to the resale of up to 500,000,000 shares of its Common Shares, issuable to K&J Funds, LLC (“K&J”), a selling stockholder, pursuant to a “put right” under an investment agreement (the “Investment Agreement”), dated December 20, 2018, that the Company entered into with K&J. The Investment Agreement permits the Company to “put” up to ten million dollars ($10,000,000) in shares of its common stock to K&J over a period of up to thirty-six months or until $10,000,000 of such shares have been “put.”
The total amount of shares of common stock that can be sold in the prospectus would constitute approximately 20.08% of the Company’s issued and outstanding common stock, assuming that the selling security holder will sell all of the shares offered for sale.
Don Steinberg, CEO stated: “We are extremely excited to have K&J as our financial partner for MCOA. They understand the history of the Company, our clear vision for the future and the enormous market within our reach, as reflected by this substantial commitment. This funding will give us the capital needed to expand our hempSMART brand into Europe and Asia in 2019 and prepare for our continued expansion into the hemp industry as a grower and processor in California and other areas.”
“We are happy that we are moving away from relying on convertible debt financing with variably priced conversion terms that are less favorable to our shareholders to equity financing. This will show the strength of our market capitalization and help to build a stronger balance sheet as we continue to execute our aggressive growth plans for 2019. I believe our shareholders will begin to fully appreciate our long-term strategy as we continue to realize an increase in revenue from our significant investments over the last couple of years”, said the Company’s CFO, Jesus Quintero.
This is the culmination of several steps including the filing of Form 10, filing all SEC quarterly and annual filings timely, completing several financial statement audits by a PCAOB registered firm, appointing independent directors and uplisting to the OTCQB. The Company is executing its business plan and will continue to do so with its operational initiatives in 2019 with the necessary capital in place.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. The registration statement is contingent upon it being made effective after review by the SEC. This press release is not an offer for the sale of securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent an SEC effective registration or an exemption from registration under the United States Securities Act of 1933, as amended.
About Marijuana Company of America, Inc.
MCOA is a corporation which participates in: (1) product research and development of legal hemp-based consumer products under the brand name “hempSMART™”, that targets general health and well-being; (2) an affiliate marketing program to promote and sell its legal hemp-based consumer products containing CBD; (3) leasing of real property to separate business entities engaged in the growth and sale of cannabis in those states and jurisdictions where cannabis has been legalized and properly regulated for medicinal and recreations use; and, (4) the expansion of its business into ancillary areas of the legalized cannabis and hemp industry, as the legalized markets and opportunities in this segment mature and develop.
About Our hempSMART Products Containing CBD
The United States Food and Drug Administration (FDA) has not recognized CBD as a safe and effective drug for any indication. Our products containing CBD derived from industrial hemp are not marketed or sold based upon claims that their use is safe and effective treatment for any medical condition as drugs or dietary supplements subject to the FDA’s juridiction.
Forward Looking Statements
This news release contains “forward-looking statements” which are not purely historical and may include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the development, costs and results of new business opportunities and words such as “anticipate”, “seek”, intend”, “believe”, “estimate”, “expect”, “project”, “plan”, or similar phrases may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects, the future U.S. and global economies, the impact of competition, and the Company’s reliance on existing regulations regarding the use and development of cannabis-based products. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-12G, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission. For more information, please visit www.sec.gov.